STARCOIN GROUP (00399) has entered into a memorandum of understanding with Newbridge, a potential special purpose acquisition company, for a merger transaction and listing on the Nasdaq.

STARCOIN GROUP (00399) announced on February 27, 2026 that the company has entered into a memorandum of understanding with Newbridge Acquisition Limited (Newbridge) to explore the opportunity for a special purpose acquisition company acquisition transaction involving the group and/or its assets or business. Newbridge is a blank check company established for the purpose of merging, exchanging shares, acquiring assets, acquiring shares, restructuring capital, restructuring, or similar business combinations with one or more commercial institutions or entities. Newbridge's shares are listed on Nasdaq with the stock code "NBRG". Under the memorandum of understanding, the parties agree that Newbridge and the company will make reasonable efforts to discuss and finalize the potential transaction, subject to due diligence and the outcome of the final agreement, and provide reasonable assistance to each other in the due diligence process. The memorandum of understanding will terminate 180 days after the signing of the final agreement on the potential transaction or on a date agreed upon by the company and Newbridge (whichever is earlier). The board believes that if the potential transaction is completed, it will represent a significant strategic milestone for the group. Engaging in a special purpose acquisition company acquisition transaction with a Nasdaq-listed company will provide the group with a pathway to enter the U.S. capital markets to support business development and value-added fundraising initiatives. The successful completion of the potential transaction will also affirm the group's business model, development strategy, and market potential, thereby unlocking the group's intrinsic value.